- Post-Effective Amendment to an S-3D filing (S-3DPOS)
26 Julio 2012 - 11:21AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on July 26, 2012
Registration No. 033-20587
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
, D.C. 20549
Post-effective Amendment No. 5 to
FORM S-2 on
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
FIRST
CITIZENS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
__________________
Tennessee
(State or
other jurisdiction of incorporation or organization)
62-1180360
(IRS
Employer Identification Number)
__________________
One
First Citizens Place
Dyersburg, Tennessee
38024
(731) 285-4410
(Address,
including zip code, and telephone number, including area code, of registrants
principal executive offices)
__________________
Laura
Beth Butler
Chief
Financial Officer
First
Citizens Bancshares, Inc.
One First
Citizens Place
Dyersburg, Tennessee 38024
(731) 285-4410
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
Copy to:
E. Marlee Mitchell, Esq.
Waller Lansden Dortch
& Davis, LLP
511 Union Street, Suite
2700
Nashville, Tennessee 37219
(615) 244-6380
__________________
Approximate date of commencement of proposed sale to
the public: This post-effective
amendment deregisters those securities that remain unsold hereunder as of the
date hereof.
If the only securities being registered on this form are
being offered pursuant to dividend or interest reinvestment plans, please check
the following box:
x
If any of the securities being registered on this form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box:
o
If this form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
o
If this form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this form is a registration statement pursuant to
General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under
the Securities Act, check the following box.
o
If this form is a post-effective amendment to a
registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box.
o
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated
filer
o
|
Smaller reporting company
o
|
(Do not
check if a smaller reporting company)
|
|
EXPLANATORY NOTE
This Post-Effective Amendment relates to the Registration
Statement on Form S-2 (Registration No. 033-20587) filed by First Citizens
Bancshares, Inc. (the Registrant) on March 10, 1988, as last amended by
Post-Effective Amendment No. 4 to the Registration Statement on Form S-3 filed
by the Registrant on July 31, 1997 (the Registration Statement), to register 200,000
shares of the Registrants common stock, $1.00 par value per share, to be
offered or sold under the First Citizens Bancshares, Inc. Dividend Reinvestment
and Stock Purchase Plan.
The Company has terminated all offerings of its securities
pursuant to its existing registration statements, including the Registration
Statement. Accordingly, the Company is filing this Post-Effective Amendment No.
5 to the Registration Statement pursuant to Rule 478 under the Securities Act
of 1933, as amended, to withdraw the Registration Statement and, in accordance
with the undertakings of the Company in Part II of the Registration Statement,
to remove from registration, by means of a post-effective amendment, any
securities that had been registered for issuance but remain unsold at the
termination of the offering, and hereby removes from registration any and all
securities registered for issuance under the Registration Statement but unsold as
of the date hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dyersburg, State of Tennessee, on July 26,
2012.
FIRST CITIZENS BANCSHARES, INC.
|
|
By:
/s/Laura Beth Butler
|
Laura Beth Butler
|
Chief Financial Officer
|
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name
|
Title
|
Date
|
|
President, Chief Executive Officer
|
July 26, 2012
|
Jeffrey D.
Agee
|
(principal executive officer) and
Director
|
|
|
|
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Chief Financial Officer (principal
|
July 26,
2012
|
Laura Beth
Butler
|
financial officer)
|
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Chairman
|
July 26,
2012
|
Katie S.
Winchester
|
|
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Director
|
July 26,
2012
|
Eddie E.
Anderson
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Director
|
July 26,
2012
|
J. Walter
Bradshaw
|
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Director
|
July 26,
2012
|
J. Daniel
Carpenter
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Director
|
July 26,
2012
|
Richard W.
Donner
|
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Director
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Bentley F.
Edwards
|
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Director
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Larry W.
Gibson
|
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Director
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Christian
E. Heckler
|
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Director
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July 26, 2012
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Ralph E.
Henson
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Director
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Barry T.
Ladd
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Director
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John M.
Lannom
|
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Chief Operating Officer, Executive
|
July 26,
2012
|
Judy Long
|
Vice President and Director
|
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Director
|
July 26,
2012
|
Milton E.
Magee
|
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Director
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July 26,
2012
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Allen
Searcy
|
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Director
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July 26,
2012
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G.W.
Smitheal
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Director
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David R.
Taylor
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Director
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July 26,
2012
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Larry S.
White
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Director
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July 26,
2012
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Dwight S.
Williams
|
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Director
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Joseph S.
Yates
|
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* Katie S. Winchester hereby
signs this Post-Effective Amendment No. 5 to Registration Statement on Form S-3
as of July 26, 2012 on behalf of each of the indicated persons for whom she is
attorney-in-fact pursuant to a power of attorney filed with the Post-Effective
Amendment No. 3 to Registration Statement on Form S-3 on December 9, 1994.
By:
/s/ Katie S. Winchester
Katie S. Winchester, Attorney-in-Fact
First Citizens Bancshares (CE) (USOTC:FIZN)
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